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1 1 of 15 17/07/ 10:22 Print Page Close Window SanDisk Announces Second Quarter Results Delivers Record Second Quarter Revenue, Gross Margin and Net Income MILPITAS, Calif.--(BUSINESS WIRE)--Jul. 16, -- SanDisk Corporation (NASDAQ: SNDK), a global leader in flash storage solutions, today announced results for the second quarter ended. Second quarter revenue of $1.63 billion increased 11 percent on a year-over-year basis and increased 8 percent sequentially. On a GAAP (1) basis, second quarter net income was $274 million, or $1.14 per share, compared to net income of $262 million, or $1.06 per share, in the second quarter of fiscal and $269 million, or $1.14 per share, in the first quarter of fiscal. On a non-gaap (2)(3) basis, second quarter net income was $329 million, or $1.41 per share, compared to net income of $299 million, or $1.22 per share, in the second quarter of fiscal and net income of $330 million, or $1.44 per share, in the first quarter of fiscal. For reconciliation of non-gaap to GAAP results, see accompanying financial tables and footnotes. We are pleased to deliver record second quarter revenue in both enterprise and client SSDs, as well as retail products, said Sanjay Mehrotra, president and chief executive officer of SanDisk. SSD solutions comprised 29 percent of our second quarter revenue, compared to 16 percent in the year ago quarter, demonstrating strong progress in driving our strategic priorities. Our results position us well to deliver another record year in. KEY FINANCIAL METRICS Metric GAAP (1) Non-GAAP (2) in millions, except percentages and per share amounts Q2 14 Q2 13 Q1 14 Q2 14 Q2 13 Q1 14 Revenue $1,634 $1,476 $1,512 $1,634 $1,476 $1,512 Gross profit $760 $677 $751 $783 $689 $774 percent of revenue 46% 46% 50% 48% 47% 51% Operating income $417 $393 $425 $472 $429 $476 percent of revenue 25% 27% 28% 29% 29% 32% EPS (3) $1.14 $1.06 $1.14 $1.41 $1.22 $1.44 OTHER HIGHLIGHTS In June, SanDisk announced the planned acquisition of Fusion-io (NYSE: FIO), a leading developer of flash-based PCIe hardware and software solutions for approximately $1.1 billion, net of cash assumed. During the second quarter, SanDisk introduced innovative products in three product categories: Within enterprise SSDs, SanDisk introduced the following new products:

2 2 of 15 17/07/ 10:22 Optimus MAX SAS SSD, the industry s first 4-terabyte SAS SSD Lightning Ultra Gen. II 12Gb/s SAS high-endurance SSD capable of up to 25 full drive writes per day (DWPD), along with Lightning Ascend Gen. II and Lightning Eco Gen. II, designed for mixed-use and read-intensive applications In client SSDs, SanDisk Extreme PRO, a high-performance client SSD with up to 1-terabyte of capacity and the industry s first 10-year warranty In mobile, inand Standard, an embedded flash drive solution for entry-level tablets and smartphones in China and other high-growth markets In April, SanDisk announced 15-nanometer 1Z technology, the most advanced NAND flash process node in the world on both two bits-per-cell (X2) and three bits-per-cell (X3) NAND flash memory architectures, with production planned to ramp in the second half of. SanDisk announced today its third quarter dividend of $0.30 per share of common stock, payable on August 25, to shareholders of record as of the close of business on August 4,. CONFERENCE CALL SanDisk s second quarter of fiscal conference call is scheduled for 2:00 P.M., Pacific Daylight Time, Wednesday, July 16,. The conference call will be webcast and can be accessed live, and throughout the quarter, at SanDisk s website at To participate in the call via telephone, the dial-in number is and the dial-in password is A copy of this press release will be furnished to the Securities and Exchange Commission on a current report on Form 8-K and will be posted to our website prior to the conference call. ABOUT SANDISK SanDisk Corporation (NASDAQ: SNDK), a Fortune 500 and S&P 500 company, is a global leader in flash storage solutions. For more than 25 years, SanDisk has expanded the possibilities of storage, providing trusted and innovative products that have transformed the electronics industry. Today, SanDisk s quality, state-of-the-art solutions are at the heart of many of the world's largest data centers, and embedded in advanced smartphones, tablets and PCs. SanDisk s consumer products are available at hundreds of thousands of retail stores worldwide. For more information, visit SanDisk Corporation. All rights reserved. SanDisk and the SanDisk logo are trademarks of SanDisk Corporation, registered in the United States and other countries. Other brand names mentioned herein are for identification purposes only and may be the trademarks of their respective holder(s). This news release contains certain forward-looking statements, including those regarding our business prospects, market growth, our intended financial and strategic plans, our continued focus on our strategic priorities and our ability to execute on those priorities, our anticipated momentum for a record year in, technology and product introductions and wafer production, that are based on our current expectations and involve numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate. Risks that may cause these forward-looking statements to be inaccurate include, among others: competitive pricing pressures or product mix changes, resulting in lower average selling prices, lower revenues and reduced gross margins; excess or mismatched captive memory output or capacity, resulting in lower average selling prices, financial charges and impairments, lower gross margin or other consequences, or insufficient or mismatched captive memory output or capacity, resulting in lost revenue and growth opportunities; weakness in demand in one or more of our product categories, such as embedded products or SSDs, or adverse changes in our product or customer mix; potential delays in product development or lack of customer acceptance and qualification of our solutions, including on new technology nodes, particularly OEM products such as our embedded flash storage and SSD solutions; inability to develop, or unexpected difficulties or delays in developing or ramping with acceptable yields, new technologies or the failure of new technologies to effectively compete with those of our competitors; our 1Z nanometer process technology, our X2 and X3 NAND memory architectures or our solutions utilizing these new technologies may not be available when we expect; and

3 the other risks detailed from time-to-time under the caption Risk Factors and elsewhere in our Securities and Exchange Commission filings and reports, including, but not limited to, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30,. (1) GAAP represents U.S. Generally Accepted Accounting Principles. (2) Non-GAAP represents GAAP excluding the impact of share-based compensation, amortization of acquisition-related intangible assets, non-cash economic interest expense associated with our convertible debt and related tax adjustments. (3) Non-GAAP shares include the impact of offsetting shares from the call option related to the 1.5% Sr. Convertible Notes due 2017 and the impact of share-based compensation. SanDisk Corporation Preliminary Condensed Consolidated Statements of Operations (in thousands, except per share amounts, unaudited) Three months ended Six months ended Revenue $ 1,634,011 $ 1,476,263 $ 3,145,956 $ 2,816,992 Cost of revenue 854, ,614 1,595,679 1,588,997 Amortization of acquisition-related intangible assets 19,721 9,830 39,337 19,660 Total cost of revenue 874, ,444 1,635,016 1,608,657 Gross profit 759, ,819 1,510,940 1,208,335 Operating expenses: 3 of 15 17/07/ 10:22

4 4 of 15 17/07/ 10:22 Research and development 204, , , ,166 Sales and marketing 83,398 63, , ,728 General and administrative 54,085 46, ,754 91,981 Amortization of acquisition-related intangible assets 1,481 1,742 3,127 4,111 Total operating expenses 342, , , ,986 Operating income 416, , , ,349 Other income (expense), net (13,579) (9,101) (29,214) (28,998) Income before income taxes 403, , , ,351 Provision for income taxes 129, , , ,333 Net income $ 273,946 $ 261,789 $ 542,894 $ 428,018 Net income per share: Basic $ 1.21 $ 1.08 $ 2.41 $ 1.77 Diluted $ 1.14 $ 1.06 $ 2.28 $ 1.74 Shares used in computing net income per share:

5 5 of 15 17/07/ 10:22 Basic 225, , , ,019 Diluted 240, , , ,569 SanDisk Corporation Reconciliation of Preliminary GAAP to Non-GAAP Operating Results (1) (in thousands, except per share data, unaudited) Three months ended Six months ended SUMMARY RECONCILIATION OF NET INCOME: GAAP NET INCOME $ 273,946 $ 261,789 $ 542,894 $ 428,018 Share-based compensation (a) 34,449 24,661 64,479 46,395 Amortization of acquisition-related intangible assets (b) 21,202 11,572 42,464 23,771 Convertible debt interest (c) 21,125 16,766 42,089 40,343 Income tax adjustments (d) (22,023) (15,816) (33,197) (32,658) NON-GAAP NET INCOME $ 328,699 $ 298,972 $ 658,729 $ 505,869 GAAP COST OF REVENUE $ 874,361 $ 799,444 $ 1,635,016 $ 1,608,657

6 6 of 15 17/07/ 10:22 Share-based compensation (a) (3,507) (2,447) (6,117) (4,164) Amortization of acquisition-related intangible assets (b) (19,721) (9,830) (39,337) (19,660) NON-GAAP COST OF REVENUE $ 851,133 $ 787,167 $ 1,589,562 $ 1,584,833 GAAP GROSS PROFIT $ 759,650 $ 676,819 $ 1,510,940 $ 1,208,335 Share-based compensation (a) 3,507 2,447 6,117 4,164 Amortization of acquisition-related intangible assets (b) 19,721 9,830 39,337 19,660 NON-GAAP GROSS PROFIT $ 782,878 $ 689,096 $ 1,556,394 $ 1,232,159 GAAP RESEARCH AND DEVELOPMENT EXPENSES $ 204,030 $ 172,041 $ 402,859 $ 343,166 Share-based compensation (a) (17,500) (12,704) (33,175) (24,344) NON-GAAP RESEARCH AND DEVELOPMENT EXPENSES $ 186,530 $ 159,337 $ 369,684 $ 318,822 GAAP SALES AND MARKETING EXPENSES $ 83,398 $ 63,601 $ 160,370 $ 122,728 Share-based compensation (a) (7,204) (4,701) (13,461) (8,572) NON-GAAP SALES AND MARKETING EXPENSES $ 76,194 $ 58,900 $ 146,909 $ 114,156 GAAP GENERAL AND ADMINISTRATIVE EXPENSES $ 54,085 $ 46,877 $ 102,754 $ 91,981 Share-based compensation (a) (6,238) (4,809) (11,726) (9,315) NON-GAAP GENERAL AND ADMINISTRATIVE EXPENSES $ 47,847 $ 42,068 $ 91,028 $ 82,666

7 7 of 15 17/07/ 10:22 GAAP TOTAL OPERATING EXPENSES $ 342,994 $ 284,261 $ 669,110 $ 561,986 Share-based compensation (a) (30,942) (22,214) (58,362) (42,231) Amortization of acquisition-related intangible assets (b) NON-GAAP TOTAL OPERATING EXPENSES (1,481) (1,742) (3,127) (4,111) $ 310,571 $ 260,305 $ 607,621 $ 515,644 GAAP OPERATING INCOME $ 416,656 $ 392,558 $ 841,830 $ 646,349 Cost of revenue adjustments (a) (b) 23,228 12,277 45,454 23,824 Operating expense adjustments (a) (b) 32,423 23,956 61,489 46,342 NON-GAAP OPERATING INCOME $ 472,307 $ 428,791 $ 948,773 $ 716,515 GAAP OTHER INCOME (EXPENSE), NET $ (13,579) $ (9,101) $ (29,214) $ (28,998) Convertible debt interest (c) 21,125 16,766 42,089 40,343 NON-GAAP OTHER INCOME (EXPENSE), NET $ 7,546 $ 7,665 $ 12,875 $ 11,345 GAAP NET INCOME $ 273,946 $ 261,789 $ 542,894 $ 428,018 Cost of revenue adjustments (a) (b) 23,228 12,277 45,454 23,824 Operating expense adjustments (a) (b) 32,423 23,956 61,489 46,342 Other income (expense) adjustments (c) 21,125 16,766 42,089 40,343 Income tax adjustments (d) (22,023) (15,816) (33,197) (32,658) NON-GAAP NET INCOME $ 328,699 $ 298,972 $ 658,729 $ 505,869

8 8 of 15 17/07/ 10:22 Diluted net income per share: GAAP $ 1.14 $ 1.06 $ 2.28 $ 1.74 Non-GAAP $ 1.41 $ 1.22 $ 2.84 $ 2.06 Shares used in computing diluted net income per share: GAAP 240, , , ,569 Non-GAAP (e) 232, , , ,300 SanDisk Corporation Reconciliation of Preliminary GAAP to Non-GAAP Operating Results (1) (in thousands, unaudited) Three months ended Six months ended SUMMARY RECONCILIATION OF DILUTED SHARES GAAP 240, , , ,569 Adjustments for share-based compensation

9 9 of 15 17/07/ 10:22 Offsetting shares from call option (8,284) (1,563) (7,159) (467) Non-GAAP (e) 232, , , ,300 (1) To supplement our condensed consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), we use non-gaap measures of operating results, net income and net income per share, which are adjusted from results based on GAAP to exclude certain expenses, gains and losses. These non-gaap financial measures are provided to enhance the user's overall understanding of our current financial performance and our prospects for the future. Specifically, we believe the non-gaap results provide useful information to both management and investors as these non-gaap results exclude certain expenses, gains and losses that we believe are not indicative of our core operating results and because they are consistent with the financial models and estimates published by many analysts who follow us. For example, because the non-gaap results exclude the expenses we recorded for share-based compensation, amortization of acquisition-related intangible assets related to acquisitions of Pliant Technology, Inc. in May 2011, FlashSoft Corporation in February 2012, Schooner Information Technology, Inc. in June 2012 and SMART Storage Systems in August, non-cash economic interest expense associated with the convertible debt and related tax adjustments, we believe the inclusion of non-gaap financial measures provides consistency in our financial reporting. In addition, our non-gaap diluted shares include the impact of the call option which, when exercised, will offset the issuance of dilutive shares from the 1.5% Sr. Convertible Notes due 2017, while the GAAP diluted shares exclude the anti-dilutive impact of this call option. These non-gaap results are some of the primary indicators management uses for assessing our performance, allocating resources and planning and forecasting future periods. Further, management uses non-gaap information that excludes certain non-cash charges, such as amortization of acquisition-related intangible assets, share-based compensation, non-cash economic interest expense associated with the convertible debt and related tax adjustments, as these non-gaap charges do not reflect the cash operating results of the business or the ongoing results. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. These non-gaap measures may be different than the non-gaap measures used by other companies. (a) Share-based compensation expense. (b) Amortization of acquisition-related intangible assets, primarily developed technology, customer relationships and trademarks related to the acquisitions of Pliant Technology, Inc. (May 2011), FlashSoft Corporation (February 2012), Schooner Information Technology, Inc. (June 2012) and SMART Storage Systems (August ). (c) Incremental interest expense relating to the non-cash economic interest expense associated with the 1% Sr. Convertible Notes due, 1.5% Sr. Convertible Notes due 2017, and 0.5% Sr. Convertible Notes due 2020.

10 10 of 15 17/07/ 10:22 (d) Income taxes associated with certain non-gaap to GAAP adjustments, and the effects of one-time income tax adjustments recorded in a specific quarter for GAAP purposes are reflected on a forecast basis in our non-gaap tax rate. (e) Non-GAAP diluted shares include the impact of offsetting shares from the call option related to the 1.5% Sr. Convertible Notes due 2017 and the impact of share-based compensation. SanDisk Corporation Preliminary Condensed Consolidated Balance Sheets (in thousands, unaudited) December 29, ASSETS Current assets: Cash and cash equivalents $ 885,115 $ 986,246 Short-term marketable securities 1,794,356 1,919,611 Accounts receivable, net 759, ,809 Inventory 751, ,975 Deferred taxes 145, ,192 Other current assets 277, ,885 Total current assets 4,614,712 4,650,718

11 11 of 15 17/07/ 10:22 Long-term marketable securities 3,569,453 3,179,471 Property and equipment, net 650, ,794 Notes receivable and investments in Flash Ventures 1,174,998 1,134,620 Deferred taxes 112, ,669 Goodwill 317, ,111 Intangible assets, net 194, ,904 Other non-current assets 95, ,430 Total assets $10,729,699 $ 10,488,717 LIABILITIES, CONVERTIBLE SHORT-TERM DEBT CONVERSION OBLIGATION AND EQUITY Current liabilities: Accounts payable trade $ 329,899 $ 282,582 Accounts payable to related parties 151, ,964 Convertible short-term debt (1) 850,874 Other current accrued liabilities 354, ,732 Deferred income on shipments to distributors and retailers and deferred revenue 270, ,302 Total current liabilities 1,956,783 1,230,580 Convertible long-term debt 1,177,273 1,985,363 Non-current liabilities 295, ,083

12 12 of 15 17/07/ 10:22 Total liabilities 3,429,793 3,523,026 Convertible short-term debt conversion obligation (1) 149,126 Stockholders' equity: Common stock 5,189,183 5,040,242 Retained earnings 1,971,784 2,004,089 Accumulated other comprehensive loss (7,992) (76,459) Total stockholders' equity 7,152,975 6,967,872 Non-controlling interests (2,195) (2,181) Total equity 7,150,780 6,965,691 Total liabilities, convertible short-term debt conversion obligation and equity $10,729,699 $ 10,488,717 (1) The 1.5% Sr. Convertible Notes due 2017 are convertible through September 30, as a result of the Company s common stock price exceeding the trigger price set forth in the indenture for at least 20 trading days during the 30 consecutive trading days ended. Accordingly, the carrying value of the notes is reported as short-term debt as of and will remain so while the notes are convertible. The convertible short-term debt conversion obligation represents the difference between the carrying value of the convertible debt and the principal amount due in cash upon conversion. SanDisk Corporation Preliminary Condensed Consolidated Statements of Cash Flows (in thousands, unaudited)

13 13 of 15 17/07/ 10:22 Three months ended Six months ended Cash flows from operating activities: Net income $ 273,946 $ 261,789 $ 542,894 $ 428,018 Adjustments to reconcile net income to net cash provided by operating activities: Deferred taxes ,343 7,592 65,494 Depreciation 61,364 55, , ,212 Amortization 72,996 56, , ,246 Provision for doubtful accounts 388 1,339 (159) 1,142 Share-based compensation expense 34,449 24,661 64,479 46,395 Excess tax benefit from share-based plans (10,552) (7,211) (28,012) (15,661) Impairment and other (2,343) (5,516) Other non-operating (312) (496) 708 (360) Changes in operating assets and liabilities: Accounts receivable, net (163,687) (197,936) (76,998) (11,210) Inventory 48,562 10,731 6,445 27,507 Other assets (55,066) 41,729 (519) 21,573 Accounts payable trade 49,795 12,472 13,249 15,370 Accounts payable to related parties (9,292) (8,886) 4,280 (46,787)

14 14 of 15 17/07/ 10:22 Other liabilities (62,372) 131,311 (178,067) 109,021 Total adjustments (33,086) 129,004 80, ,426 Net cash provided by operating activities 240, , , ,444 Cash flows from investing activities: Purchases of short and long-term marketable securities (1,511,635) (846,740) (2,778,534) (1,997,087) Proceeds from sales of short and long-term marketable securities 1,078,061 1,334,305 2,093,666 1,847,659 Proceeds from maturities of short and long-term marketable securities 249, , , ,905 Acquisition of property and equipment, net (44,149) (71,497) (78,666) (119,849) Investment in Flash Ventures (24,296) (24,296) Notes receivable issuances to Flash Ventures (63,607) (87,959) Notes receivable proceeds from Flash Ventures 87,952 19, ,304 73,388 Purchased technology and other assets (684) (3,671) (1,553) (3,908) Acquisitions, net of cash acquired 2,368 (142) Net cash provided by (used in) investing activities (228,483) 645,899 (383,175) 306,966 Cash flows from financing activities: Repayment of debt financing (928,061) (928,061) Distribution to non-controlling interests (87)

15 Proceeds from employee stock programs 51,682 69, , ,016 Excess tax benefit from share-based plans 10,552 7,211 28,012 15,661 Dividends paid (50,838) (102,398) Share repurchases (1) (256,996) (280,373) (371,448) (369,994) Net cash used in financing activities (245,600) (1,131,282) (342,270) (1,119,465) Effect of changes in foreign currency exchange rates on cash 1, ,375 6,716 Net increase (decrease) in cash and cash equivalents (231,823) (93,979) (101,131) 58,661 Cash and cash equivalents at beginning of period 1,116,938 1,148, , ,470 Cash and cash equivalents at end of period $ 885,115 $ 1,054,131 $ 885,115 $ 1,054,131 (1) Share repurchases include cash used to repurchase common stock and cash used to settle employee tax withholding obligations due upon the vesting of restricted stock units. Source: SanDisk Corporation SanDisk Corporation Investor Contacts: Jay Iyer, jay.iyer@sandisk.com Brendan Lahiff, brendan.lahiff@sandisk.com Media Contact: Michael Diamond, michael.diamond@sandisk.com 15 of 15 17/07/ 10:22